Resolutions at Thule Group’s Annual General Meeting 2015

Regulatory News:

At the Annual General Meeting of Thule Group AB (STO:THULE) held on 29 April 2015, the following was resolved.

Election of Board of Directors Stefan Jacobsson (Chairman), Bengt Baron, Hans Eckerström, Liv Forhaug, Lilian Fossum Biner, David Samuelson and Åke Skeppner were re-elected as members of the Board.

Fees to the Board of Directors

It was resolved that Board fees, excluding remuneration for committee work, shall be paid by SEK 800,000 to the Chairman of the Board and SEK 300,000 to each of the Board members elected by the AGM. Work in the Audit Committee shall be remunerated by SEK 100,000 to the Chairman of the Audit Committee. For committee work in general no remuneration shall be paid in excess of the ordinary Board fee.

Election of auditor

KPMG AB was re-elected as the company’s auditor for a period of mandate of one year. KPMG AB has informed the company that authorized public accountant Helene Willberg will continue as auditor in charge. It was resolved that auditor fees shall be paid in accordance with approved account.

Dividend

In accordance with the proposal of the Board of Directors and the CEO, the Annual General Meeting resolved to declare a dividend of SEK 2.00 per share for 2014. Further, it was resolved that the dividend shall be paid in two partial payments for a more favorable adaptation to the group’s cash flow profile. 4 May 2015 was resolved as record date for the first payment of SEK 1.00 and 9 October 2015 as record date for the second payment of SEK 1.00. The first payment by Euroclear is expected to start on 7 May 2015 and the second payment on 14 October 2015.

Principles for the Nomination Committee

The Annual General Meeting resolved in accordance with the Nomination Committee’s proposal for principles for the Nomination Committee. The proposal principally entails the following. The Nomination Committee in respect of the Annual General Meeting shall be composed of the representatives of the four largest shareholders in terms of voting rights listed in the share-holders’ register maintained by Euroclear as of September 30 each year, and the Chairman of the Board of Directors, who will also convene the first meeting of the Nomination Committee. The member representing the largest share-holder in terms of voting rights shall be appointed chairman of the Nomination Committee, if not the Nomination Committee unanimously appoints someone else.  The composition of the Nomination Committee for the Annual General Meeting shall normally be announced no later than six months before that Meeting. Remuneration shall not to be paid to the members of the Nomination Committee. The term of office for the Nomination Committee ends when the composition of the following Nomination Committee has been announced. The Nomination Committee shall propose the following: Chairman at the General Meeting, Board of Directors, Chairman of the Board of Directors, auditor, remuneration to the Board of Directors divided between the chairman and the other directors as well as remuneration for committee work, remuneration to the company’s auditor and any changes in the proposal for Nomination Committee for the Annual General meeting (if any). The principles shall apply until further notice.

Guidelines for Remuneration to Senior Executives

The Annual General Meeting approved the Board’s proposal for guidelines for remuneration to senior executives. The proposal principally entails the following. The remuneration of senior executive management is to comprise fixed salary, possible variable salary, pension and other benefits. The total remuneration package should be based on market terms, be competitive and reflect the individual’s performance and responsibilities as well as, with respect to share based incentive schemes, the value growth of the Thule Group share benefitting the shareholders. The variable salary may comprise annual incentives in cash and long-term incentives in cash, shares and/or share-based instruments in Thule Group AB. Variable salary in cash is condi-tional upon the fulfillment of defined and measurable goals and should be maximized up to 75 per cent of the annual fixed salary for the CEO and for the other executive management up to 60 per cent. Terms and conditions for variable salary should be designed so that the Board, if exceptional economic circumstances prevail, has the option of limiting or refraining from payment of variable salary if such a measure is considered reasonable. The Board shall have the right to depart from the guidelines resolved by the Annual General Meeting if, in an individual case, there are special reasons for this.

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About Thule Group

Thule Group is a world leader in products that make it easy to bring the things you care for – easily, securely and in style, when living an active life. Under the motto Active Life, Simplified, we offer products within two segments: Outdoor&Bags (e.g. equipment for cycling, water and winter sports, roof boxes, bike trailers, baby joggers, laptop and camera bags, backpacks and cases for mobile handheld devices) and Specialty (snow chains and pick-up truck tool boxes). Our products are sold in 136 markets globally. There are more than 2,200 of us working for Thule Group at 10 production facilities and more than 35 sales locations all over the world. Net sales for 2014 amounted to 4.7 billion SEK. Thule Group is a public company listed at Nasdaq Stockholm. For more information, please visit www.thulegroup.com

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